United States securities and exchange commission logo





                               October 27, 2021

       Arthur Cohen
       Chief Executive Officer
       HealthCor Catalio Acquisition Corp.
       55 Hudson Yards, 28th Floor
       New York, NY 10001

                                                        Re: HealthCor Catalio
Acquisition Corp.
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form S-4
                                                            Filed October 13,
2021
                                                            File No. 333-259148

       Dear Mr. Cohen:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 8, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Risk Factors, page 97

   1.                                                   We note your risk
factor on page 96 that indicates you identified a significant deficiency
                                                        in your internal
control over financial reporting as of June 30, 2021. Additionally, this
                                                        disclosure further
states that your misclassification of the Class A ordinary shares was
                                                        quantitatively material
to individual line items within the balance sheet, but not material to
                                                        your reported financial
position and is qualitatively immaterial to your financial
                                                        statements. Please
respond to the following:
                                                            Provide us with
your SAB 99 analysis supporting your conclusion that the error is not
                                                             material to your
financial statements;
 Arthur Cohen
HealthCor Catalio Acquisition Corp.
October 27, 2021
Page 2
            Explain in further detail how you concluded the error resulted from
a significant
          deficiency in your internal control over financial reporting, instead
of a material
          weakness; and
            Explain why you believe that the industry-wide issues and related
insufficient risk
          assessment of the underlying accounting for certain instruments led
to your
          conclusion that the misclassification of the Class A ordinary shares
represents a
          significant deficiency.
Background of the Business Combination, page 122

2.    We note the changes made in response to prior comment number 2 and we
reissue the
      comment in part. With reference to the disclosure at the bottom of page
124 and top of
      page 125, please provide tabular disclosure of the results of the
comparable company
      analysis performed by HealthCor's management. The table should include
each metric
      that was compared and present those metrics for each of the comparable
companies as
      well as the combined Hyperfine and Liminal entity.
       You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any
other
questions.



                                                           Sincerely,
FirstName LastNameArthur Cohen
                                                           Division of
Corporation Finance
Comapany NameHealthCor Catalio Acquisition Corp.
                                                           Office of Life
Sciences
October 27, 2021 Page 2
cc:       Debbie P. Yee, P.C.
FirstName LastName